Last checked at 7 Dec 2017 10:52
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
7 December 2017
Xafinity plc
Final Details of the Capital Raising
Firm Placing and Placing and Open Offer to raise £70 millionat 170 pence per New Ordinary Share
Xafinity plc ("Xafinity" or the "Company") (ticker: XAF), the pensions actuarial, consulting and administration business, is pleased to announce the results of its accelerated bookbuild.
Subject to, inter alia, the Resolutions being passed at the General Meeting which is expected to be convened to be held on or around 4 January 2018, in aggregate, 41,176,470 Capital Raising Shares are to be issued pursuant to the Firm Placing and the Placing and Open Offer, at an Offer Price of 170 pence per Capital Raising Share, raising gross proceeds of approximately £70 million.
The Offer Price of 170 pence per Capital Raising Share represents a discount of 1.7 per cent. to the Closing Price of 173.0 pence per Ordinary Share on 6 December 2017 (being the last Business Day before the announcement of the Capital Raising).
The 41,176,470 Capital Raising Shares to be issued pursuant to the Capital Raising will represent 23.1 per cent. of the Enlarged Share Capital following Admission of the Capital Raising Shares and 20.2 per cent. of the Enlarged Share Capital following Admission of the Completion Shares.
Firm Placing
The Company is proposing to raise gross proceeds of approximately £52.1 million through the Firm Placing of 30,645,990 Firm Placing Shares which will represent approximately 74.4 per cent. of the Capital Raising Shares and approximately 17.2 per cent. of the Enlarged Share Capital following Admission of the Capital Raising Shares.
Liberum and Zeus Capital, as agents of the Company, have conditionally made arrangements to place the Firm Placing Shares with institutional investors at the Offer Price. The Firm Placing Shares are not subject to clawback and are not part of the Placing and Open Offer. The Firm Placing is subject to the same conditions as the Placing and Open Offer.
Placing and Open Offer
The Company is proposing to raise gross proceeds of approximately £17.9 million through issuance of 10,530,480 Open Offer Shares under the Placing and Open Offer. The Open Offer Shares to be issued under the Placing and Open Offer will represent approximately 25.6 per cent. of the Capital Raising Shares and approximately 5.9 per cent. of the Enlarged Share Capital following Admission of the Capital Raising Shares.
Liberum and Zeus Capital, as agents of the Company, have conditionally made arrangements to place the Open Offer Shares with institutional investors at the Offer Price. The Open Offer Shares conditionally subscribed for by Placing Placees will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to the satisfaction or, where applicable, waiver of the conditions and the Sponsor and Placing Agreement not having been terminated in accordance with its terms, any Open Offer Shares not subscribed for under the Open Offer will be issued to Placing Placees, with the net proceeds of the Placing being retained by Xafinity.
Open Offer Entitlements
Qualifying Shareholders will have the opportunity under the Open Offer to subscribe for Open Offer Shares at the Offer Price, payable in full on application and free of expenses, pro rata to their Existing Ordinary Shares, on the following basis:
1 Open Offer Share for every 13 Existing Ordinary Shares
held by them and registered in their names at the Record Date. Fractions of Open Offer Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Fractional entitlements to Open Offer Shares will be aggregated and will ultimately accrue for the benefit of the Company under the Placing.
Qualifying Shareholders are also being offered the opportunity to subscribe for Open Offer Shares in excess of their Open Offer Entitlements pursuant to the Excess Application Facility.
Further details of the Firm Placing and the Placing and Open Offer will be contained in the Prospectus to be sent to Shareholders on or around 8 December 2017.
Financial effects of the Capital Raising
Upon Admission of the Capital Raising Shares, the Enlarged Share Capital of the Company will be 178,072,714 Ordinary Shares. This includes 136,896,244 Existing Ordinary Shares, 30,645,990 Firm Placing Shares and 10,530,480 Open Offer Shares to be issued pursuant to the Placing and Open Offer. On this basis, the Firm Placing Shares will represent approximately 17.2 per cent. of the Enlarged Share Capital and the Open Offer Shares will represent approximately 5.9 per cent. of the Enlarged Share Capital.
Following the issue of the Capital Raising Shares:
· Qualifying Shareholders who do not take up any of their Open Offer Entitlements under the Open Offer, and Shareholders who are not eligible to participate in the Open Offer, will suffer a maximum dilution of approximately 23.1 per cent to their ownership and voting interests in the Company as a result of the Capital Raising;
· Qualifying Shareholders who take up their Open Offer Entitlements under the Open Offer in full (but not any Excess Open Offer Entitlements) will suffer a maximum dilution of approximately 17.2 per cent to their ownership and voting interests in the Company as a result of the Capital Raising; and
· the percentage of Xafinity's issued share capital that the Capital Raising Shares represent will upon Admission of the Capital Raising Shares be 23.1 per cent.
For the purposes of the foregoing, any dilution which may result from exercise of any options and/or awards under either the Xafinity Performance Share Plan or the Xafinity Sharesave Plan has been disregarded. The foregoing also does not take account of any dilution pursuant to the issue of Consideration Shares in connection with the Acquisition, as described in the announcement of the Firm Placing and Placing and Open Offer, released by the Company earlier today.
General Meeting
The Capital Raising will be conditional upon, amongst other things, the Resolutions being passed at the General Meeting of the Company which is expected to take place on 4 January 2018.
A further announcement will be made in due course confirming the publication of the Prospectus relating to the Capital Raising. The Prospectus will include a notice convening the General Meeting in connection with the Capital Raising and the Acquisition. Shareholders who hold their Existing Ordinary Shares in certificated form will also receive forms of proxy for voting on the Resolutions to be proposed at the General Meeting and application forms in respect of their Open Offer Entitlements.
Expected Timetable of Principal Events
Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes for this timetable set out below
Date | |
Record Date for Open Offer Entitlements and Excess Open Offer Entitlements under the Open Offer | 6.00 p.m. on 5 December 2017 |
Announcement of the Acquisition and the Capital Raising | 7 December 2017 |
Ex-entitlement date for the Open Offer | 7 December 2017 |
Publication and posting of the Prospectus, the Application Form and Form of Proxy | 8 December 2017 |
Open Offer Entitlements and Excess Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders in CREST | 8.00 a.m. on 11 December 2017 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST | 4.30 p.m. on 22 December 2017 |
Latest time and date for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 27 December 2017 |
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 28 December 2017 |
Latest time and date for receipt of Forms of Proxy / CREST Proxy Instructions for the General Meeting | 10.30 a.m. on 2 January 2018 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement or relevant CREST instructions (as appropriate) | 11.00 a.m. on 2 January 2018 |
Announcement of results of Capital Raising through a Regulatory Information Service | 3 January 2018 |
General Meeting of Xafinity plc | 10.30 a.m. on 4 January 2018 |
Admission of the Capital Raising Shares and commencement of dealings | 8.00 a.m. on 5 January 2018 |
Capital Raising Shares credited to CREST accounts (uncertificated holders only) | as soon as practicable after Admission of the Capital Raising Shares |
Despatch of definitive share certificates in respect of the Capital Raising Shares (where applicable) | no later than 9 January 2018 |
Admission of the Completion Shares and commencement of dealings | 8.00 a.m. on 11 January 2018 |
Date of Completion | 11 January 2018 |
Issue of Earn Out Shares (if any) | Following publication of 2019 Xafinity Accounts |
Notes
1. Each of the times and dates set out in the above timetable is subject to change by the Company (with the agreement of Liberum and Zeus, in certain instances), in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to Shareholders.
2. Any reference to a time in this document is to the time in London, United Kingdom, unless otherwise stated.
3. The ability to participate in the Open Offer is subject to certain restrictions relating to Xafinity Shareholders with registered addresses or located or resident in countries outside the United Kingdom.
Capitalised terms used but not defined in this announcement have the same meaning as set out in the announcement of the Firm Placing and Placing and Open Offer released by the Company earlier today.
The persons responsible for arranging for the release of this announcement on behalf of the Company are the Directors.
For further information:
Xafinity plc Paul Cuff, Co-CEO | +44 (0) 118 918 5110 |
Deloitte LLP (Sponsor and Financial Adviser) | +44 (0) 20 7936 3000 |
Byron Griffin Chris Nicholls Peter Stewart |
|
Zeus Capital Limited (Joint Bookrunner and Sole Broker) | +44 (0) 20 3829 5000 |
Martin Green Pippa Underwood John Goold |
|
Liberum Capital Limited (Joint Bookrunner and Sole Underwriter) Richard Crawley Robert Morton Cameron Duncan | +44 (0) 20 3100 2000 |
Camarco Ed Gascoigne-Pees Nick Hennis | +44 (0) 20 3757 4980 |
Important Notices
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Capital Raising. Investors should not subscribe for or purchase any New Ordinary Shares except on the basis of the information contained in the Prospectus or otherwise incorporated by reference into the Prospectus.
This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. The New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No public offer of the New Ordinary Shares is being made by virtue of this announcement in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom in which such offer would be unlawful. No action has been or will be taken by the Company, the Directors, Deloitte, Zeus Capital or Liberum, or any other person, to permit a public offering or distribution of this announcement or any other offering or publicity materials for the New Ordinary Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.
THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER FOR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.
This announcement has been issued by, and is the sole responsibility of, the Company.
Deloitte Corporate Finance, a division of Deloitte LLP ("Deloitte"), has been appointed as sponsor and financial adviser to the Company. Deloitte is authorised and regulated in the United Kingdom by the FCA in respect of regulated activities and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this announcement. Deloitte will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transactions and arrangements described in this announcement and will not be responsible for providing the protections afforded to Deloitte's clients nor for giving advice in relation to the contents of this announcement or the transactions and arrangements described in this announcement. Deloitte is not responsible for the contents of this announcement.
Zeus Capital Limited ("Zeus Capital") has been appointed as joint bookrunner and sole broker to the Company. Zeus Capital is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this announcement. Zeus Capital will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transactions and arrangements described in this announcement and will not be responsible for providing the protections afforded to Zeus Capital's clients, nor for giving advice in relation to the contents of this announcement or the transactions and arrangements described in this announcement. Zeus Capital is not responsible for the contents of this announcement.
Liberum Capital Limited ("Liberum") has been appointed as joint bookrunner and sole underwriter to the Company. Liberum is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the transactions and arrangements described in this announcement. Liberum will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transactions and arrangements described in this announcement and will not be responsible for providing the protections afforded to Liberum's clients, nor for giving advice in relation to the contents of this announcement or the transactions and arrangements described in this announcement. Liberum is not responsible for this announcement.
This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.